The Mind Is Virgin Territory
by seriousish
Summary: Jean wonders why Kitty and Rachel haven't dated when they're so compatible. Is it a lack of experience on Kitty's part? Because she can help with that... Takes place around Excalibur 71, but detailed knowledge of canon is not required.
1. Excalibur

A thirteen-year-old simply does not make for an objective observer, especially when it came to superheroes. That's how young Kitty Pryde had been when she'd met the X-Men, and they'd been Gods to her. It'd taken years for her to see them as they really were.

A growth spurt had revealed to her how short Wolverine was, and hard experience had taught her that his berserker rage could be as much a danger to his allies as his enemies. She'd learned that Scott mostly was the tightass he seemed to be, but he didn't have all the answers—just all the pressure that came with leadership and all the wisdom he could muster, selecting one bad choice from a few worse ones. Even Colossus—perfect, boyish Piotr—had turned out to be fallible and flawed and, sometimes, a real jerk.

But Jean remained the same in Kitty's expanding mind. The woman she wanted to grow up to be. Maybe it was because she'd died just a few months after they first met, leaving Kitty in the care of Storm. Storm, the closest thing to perfection Kitty knew, and she held Jean up as an idol. The goddess of a goddess. And when Jean came back, years later, when Kitty was in Excalibur—she was just as Kitty remembered her. Good. Capital G. Capital O, O, and D too.

Even now, Kitty's thoughts were still honeyed with just how cool she found mutants. "It's good to have you back, Ms. Grey."

"Almost better than being back," Jean said evenly, but with a smile.

It was a lovely morning on Muir Island. The sunrise turning the sky into a spread of purple silk was so beautiful it could almost wipe away the night before. Elsewhere, Kurt was catching up with Cyclops, while Rachel and Xavier practiced their psychic abilities. Scott, the Professor, and Jean were visiting the beset Excalibur team on business. Colossus had sustained a head injury and joined Magneto's Acolytes. Kitty wished she could say that without a corresponding thought; 'correlation does not equal causation.'

After Kitty's abortive attempt to treat Piotr, he'd gone back to Magneto, their on-again, off-again relationship once more on the backburner. But that was in the past. It was a new day, full of hope and old friends. Kitty had actually believed Jean dead—killed in a battle with Sentinels. But she'd only been comatose, her consciousness transferred to Emma Frost until it could be restored. It seemed the universe realized how much people needed Jean Grey and kept giving her back to them.

"So how do you feel?" Kitty asked. "Didn't pick up any nasty habits while you were in Frosty's head?"

"No. None." Kitty didn't need to be a mindreader to know Jean didn't want to talk about it.

Left to their own devices, the two old friends, never as close as they would've liked, had agreed to what passed for a girls' night out on the beautiful, but underpopulated isle. A picnic on the cliffs with cooking that only Jean Grey could provide. Kitty could barely stop stuffing her face to make conversation.

"Kitty," Jean said patiently, picking a grape from the fruit basket she'd brought. "Nothing is more irritating to a telepath than an unanswered question. It's like an itch you can't scratch. So, please, ask. Trust me, after you've read a couple dozen minds, it takes a lot to shock you." She popped the grape into her mouth, ending the mischievous lilt of her sentence.

Kitty looked out at the waves crashing below the cliffs, dashing themselves on the jagged rocks and shoals over and over. If she fell off the edge, she could phase right through the stone. Walk on air. Even be caught by Jean's telekinesis. She sighed. "Guess I'm just in a morbid mood from the Legacy Virus and everything. But you came back from the dead, or the next thing to it. I guess I was wondering what the afterlife is… like."

"I wasn't dead, Kitty. It would be much simpler if I was."

"I know, I know. But… I mean… the Dark Phoenix and the Shi'ar and the Hellfire Club…"

"It's… dissociative. The Dark Phoenix took my place and she wasn't me, but she also was. All that destruction, it was me. And it wasn't me. And now Rachel's here…" Jean smiled grimly. "My future daughter. Born to a woman who I'm not either. It's like there are so many echoes and they're so loud—it's hard to tell what the original sound is. It would almost be more comfortable making a clean break; joining the Avengers or something."

"I tried that," Kitty said. "They only gave me an interview because I told them I was Psylocke."

Jean chortled. Her laugh was sweet as silver bells. "Well. I hope people will forgive me for holding to old places. Old friends. Scott…" She looked away, out at the white foam far below. Kitty wondered how much her powers could detect. The individual bubbles? The molecules of hydrogen and oxygen? "We're getting married."

"That's great! Awesome! You two are—I mean, you're a _love song." _Kitty smiled gregariously, but her thoughts slipped away from her. She and Piotr had seemed like a love song once.

Kitty wondered if Jean needed her telepathy to sense where her mind had gone. "Kitty, I _died. _If my relationship with Scott can survive that, yours can survive—" Jean waved her fingers in an inclusive manner. "Or… maybe you're not a love song. Maybe you're just the silence before a love song."

"Huh?"

"Romeo never would've fallen in love with Juliet if he'd stayed with Rosalie."

"Yeah, but—they died."

Jean shrugged. "They also got laid."

"Ms. Grey!" Kitty cried out, actually a bit scandalized. She was used to thinking of Jean as sort of a surrogate Ororo, who always treated Kitty a bit maternally. If they discussed men, it was always in the most chaste of terms, even if Kitty were now nearly old enough to buy one of the kegs Logan drank every other night. She calmed. "Suppose I'll have to get used to calling you Mrs. Summers now."

"You could just call me Jean." She pulled the wine from its ice bucket, refilling her own glass and eying Kitty's empty one. It wasn't like it was _illegal_—Kitty wasn't sure of the drinking age in Ireland, but if she was old enough to have Sentinels shooting at her, she thought herself old enough to have a shot with Logan. It just seemed so taboo to have Jean offering it to her.

Kitty muscled through it. "Yeah, sure," she said, holding the glass up for Jean to fill. She sipped. It was good, in a bittersweet way. Better than what Logan drank, though. "Anyway, it's not as easy for me to date. I know back in your day, you were the only girl at the Mansion and there were, like, playboy millionaires and scientific geniuses with… big feet… but now, the guys actually have options!"

Jean smiled as Kitty realized the hole she'd dug herself into. "Don't worry. Telepath, remember? I understand what you were trying to say." She sipped her wine lovingly. "Tell me, how do you feel about Rachel?"

_That _was an abrupt shift of topic. "She's my best friend. No offense—I know you were gunning for it…"

Jean's smile could be sublime. "We're a lot closer than we once were. She's accepted I'm not her mother and I've accepted that she isn't some… commentary… on me and my…" Jean brushed some burnished red hair from her face. "She's allowed me into her mind; a level of intimacy only telepaths can achieve. There's a lot of darkness in there. The thought of you is like a candle."

Kitty felt her face split in a grin. "I'm glad! She's, Rachel is so special."

"Yes. She is." Jean's eyes hit Kitty with a gentle chill, like the first snowflakes of a blizzard. They were so green, they seemed more like jewels than flesh. Eyes that had seen stars and death and time and atoms. "Everyone needs someone." Those eyes looked away, and Kitty felt the chill of a dancer after the spotlight had left her. Jean's hair caught the wind and the tips of her locks hit the sunlight, seeming to blaze.

Kitty opened her mouth to say she and Rachel weren't _together_-together, but nothing came out.

Jean looked at her again. Her eyes weren't cold anymore. "We should probably head back. I don't know about you, but I'm full. I feel decadent. I'm going to have a nice afternoon nap."

* * *

After Jean's nap, Scott wanted a sparring session—for old time's sake—and he and his fiancé handily gave the entirety of Excalibur a run for their money. Jean nudged him out of critiquing their performances too in-depth, and they followed that with a baseball game that Dr. MacTaggert found cheerfully incomprehensible.

The sun set and it was too dark for an eighth inning, so they settled around the TV to watch an old horror movie. Rachel sat next to Kitty, finding even a cheesy fifties alien overly frightening. Kitty obligingly took her hand for silent comfort. She thought it was the atmosphere that scared Rachel more than anything else. The future she was from was plenty scary, but it was _real. _A heightened reality with monsters and music dove past Rachel's cynicism and tapped into the childish fear she otherwise suppressed.

Once or twice, Kitty looked around in the dark to find where she'd set her drink down and noticed Jean watching her. Her green eyes seemed to flash in the flickering light, like wolf's eyes.

* * *

They made it a double-feature, but in the fourth hour of their little movie marathon, the mutants began to trickle to bed one by one. Rachel fell asleep on Kitty's shoulder; with Kurt gone from the couch, Jean took his place, and on Jean's psychic suggestion Kitty shuffled the redhead over to Jean's lap. Rachel yawned and let herself be stroked by Jean's slender fingers. _And they call me Kitty, _the other woman thought, and saw Jean smile, picking up the thought.

She left them alone in the light of the television, found herself thinking of Piotr again, took a sleeping pill so she'd go right to sleep instead of lying awake, making herself cry over him and stupid Magneto. As soon as her head hit the pillow, she was gone. Staring up at the ceiling, a stranger in her own body, feeling it cool and congeal. A voice from the TV echoed up from the living room and caught her ear.

"I don't hate the Phoenix, or even Madeline Pryor; I pity them. Pieces of me that just wanted to be loved, and she couldn't find her place." No, it wasn't a voice. It was Jean. Like a hypnotist putting her under. "I'm so vast now. These powers: they steal memories, leech lives, borrow love. Like a camera in a primitive tribe, I take a piece of everyone's soul with me. And having that intimacy with so many, I realize how small they are. The things they think are so big… And then I recognize a piece of myself in miniature. With Scott, with Maddie, with Rachel. I want her to be in the light, even if I can't fit."

"Why are you telling me this?" Kitty asked aloud, and Jean was next to her on the bed. Her costume was green; black-necked, gold-gloved.

"You have my blessing," Jean said, "to court my daughter."

_This is a dream, _Kitty thought, and the words echoed around the room. In a dream, what was the difference between saying something and thinking it? "Are you really here?"

"Of course I am." Jean smiled sweetly. "You see me, you hear me—"

"But am I just dreaming you or are you in my head?"

Jean tilted her head to the side; a wry admission that there was no way to tell. "What's the difference?"

"I don't know you well enough to dream up a conversation with you."

"So let's get to know each other. Why haven't you asked Rachel? She'd go with you."

Kitty sat up, throwing off the covers. Underneath was her billowing, dark blue costume. "Rachel is great and all, but… I couldn't… I mean, I wouldn't… I don't even know what I'd do with her!"

"Good, she doesn't either. You can find out together."

Kitty didn't even swing her legs out of bed; she phased right through the mattress, feet striking the air below the bed, and stood up. "I'm not saying she isn't beautiful or that we're not compatible or that I'm not…" She hemmed and hawed, thinking how much she hated it when Woody Allen did this. Of all the times to be a stereotype…

"A little gay?" Jean suggested, lying on the bed with one leg drawn up, a mutant pin-up girl.

"Yeah. _You try _growing up with Storm as your best friend, see if you don't end up a little on the lesbian side."

"Who says I didn't?"

Kitty's ears burned. She really wanted to stop talking about the gay stuff. She was fine with it; she just didn't like actually going through it and getting technical. _Same-sex relationship. Bisexuality. _"Rachel needs someone to be the adult… kinda?" She winced. "Someone who knows how the world works and how emotions work and can walk her through all the craziness she didn't get to learn for herself."

"You're very mature for your age, Kitty."

Kitty guffawed. "I'm a virgin! My longest relationship was _crushing _on an unobtainable Russian guy!" She rolled her eyes. "_He _might as well have been gay…"

Jean just tutted, like a teacher who'd coached her student through a problem and still found her arriving at the wrong conclusion. "Kitty. This is your dream. We're in _your _head. Can't we be honest here?"

"You think Piotr _is _gay?"

Jean blew air out the side of her mouth, stirring a stray lock of hair. "You lust after men who are unobtainable, Kitty, because you know they won't be able to fulfill you. So they don't try, they don't fail, and you don't have to ask yourself _what you truly want."_

"Rachel?"

"Not specifically." Jean grinned, hugging her knees to her chest in girlish parody of Kitty. "You want to be fucked. Hard, fast, rough. Just the sort of thing your gentle giant would be no good for. The kind of fucking Rachel could give you. Or Emma Frost."

That was too much. Ever since Jean said the F-word, Kitty started feeling a fist clenching in her chest, but upon mention of that witch's name—"Emma Frost!? I wouldn't—I would never—ever—"

"The first time we met, Kitty. When you learned you were a mutant? You saw Emma take some of the X-Men captive. Seeing her strutting around in that costume, interrogating your newfound friends… it must have had quite an effect on an impressionable young girl…"

"I… no, I…"

Kitty suddenly heard, as if over the radio, a distant voice. "Harder, my queen, harder!" the voice cried out, begged, and Kitty knew it was for a hairbrush spanking—a hard whipping—then a brutal fuck afterward.

She'd had dreams about it. Ororo's voice as Emma tormented her.

Kitty struggled to open up that fist in her chest, the one that was moving lower. "That never happened. Emma didn't… and Storm…"

"You were young. It was hard to know what you saw. And it latched onto things you were already interested in. Scenarios, encounters—you'd spent all day crushing on Ororo, admiring her power, and then to see her humiliated, powerless—perhaps even enjoying it…"

"_No!"_

But Kitty could see Storm, her best friend, her most important teacher, in her scant costume made even scanter by Emma's degradations. Emma's white-gloved palm striking the globes of her ass with abandon. And Ororo moaning in agony. "Please?" her moan sounded like, and she was not asking Emma to stop.

Whether it had happened or not, Kitty could _see _it and the sight did not disgust her. It made her tingle like electricity was running through her. It made her wish that she was part of it, either Emma or Ororo, it didn't matter, she just wanted some of their energy to run through her.

"Come over my lap, dear," Jean said, sitting on the end of the bed, her thighs together, waiting for Kitty as surely as an open manacle.

Kitty shook her head silently. She couldn't—she didn't—

"This is your dream, Kitty… you control it… and where else can you confront your desires—your deepest, most secret desires—except in dreams?"

Kitty saw it happen almost more than she _did _it. She went to Jean. She laid herself over Jean's lap, resting her stomach on those thighs so excessively detailed by her skintight spandex. The fist was between her legs and it was clenched so tight…

"When was the last time you were spanked?" Jean asked.

"Nuh-never." A lump caught in Kitty's throat. "Parents… didn't believe in it."

"But your friends were, weren't they?"

"Sometimes. When they were bad… when they did something fun and got into trouble…" Kitty felt an odd urge to suck her thumb. Her voice quavered.

Jean undid the sash at Kitty's waist, gently, slowly, as if it might tear. "You've been a naughty girl, Kitty. You've left my little girl Rachel all alone so you can play with boys. I'm going to give you a little discipline, _Kitty. _A little reminder of how to properly conduct yourself. How to please Rachel. How to be pleased yourself. Would you like that, Kitty?"

Her thighs were twitching. She felt her core, wet and hot, tightening on an intrusion that hadn't yet arrived. She was as aroused as she'd ever been, and now she could admit it. "Yes."

"So shall I."

Dreams didn't proceed linearly, like dance partners going through their steps. It was simple: suddenly her pants were down around her ankles, the chill of the night air feasting on her bared buttocks, and Jean's hand was coming down hard on her ass. "Count the spanks," Jean ordered as she rubbed at the palm print she had left on Kitty's right ass cheek.

"One," Kitty quivered.

"I can't hear you," Jean chided, and made her displeasure known with an extra-hard second slap.

"Two!" Kitty said, louder. "Three! Four!"

"Thank me for spanking you," Jean demanded, and her voice was Emma's directed at Storm.

"Five! Six! Thank you, Emma!" Kitty looked up and saw a mirror. Spread over Jean's legs, she was gorgeous, she was a goddess. She was Ororo. "Seven! Eight!"

She remembered to thank Jean for taking the time to discipline her, every time she had a spare breath.

"Eighty-eight! Eighty-nine! Thank you, Jean! Thank you so much!"

Jean relished her power, Kitty could tell. Greater than the power of the Phoenix over planets and peoples was the dominion she held over Kitty, willfully, _gratefully _given to her. She flung Kitty from her lap, grabbed hold of her head, guided it between her legs as she stood. Kitty's whimpering mouth was against her mound, and through the material of her costume Kitty could smell her arousal. Teary eyes looked up beseeching at Jean's face. She was terrible. She was glorious.

"Do you want me?" Jean asked, but it wasn't a question.

"Yes!"

"Do you need me?"

"Yes!"

"Now do you see how Rachel feels?" Jean stroked Kitty's hair much as she would her namesake. "How she yearns for you? How _desperately _she desires you?"

"Yes! I'm so sorry, Jean! I never meant to shut her out…"

"Show me how sorry you are." Kitty wasn't sure if the strength was in Jean's arms or in her power, but she found herself thrown atop the bed. "Spread your legs."

Kitty did. She even held her knees apart with her hands. She didn't want to displease Jean in the slightest.

Now Jean was dressed as Kitty had heard of but never seen—the black corset, the black thong, the hive of hair, the gloves, the boots and their heels… Storm was a goddess, but Jean was so much more. She was the Black Queen.

"I will kiss you," Jean said. That wasn't a question either.

Her mouth came to Kitty's lips, her body stretching over Kitty's like a shadow falling across her. They didn't touch except at Kitty's hot, dry lips. Her eyelashes fluttered. She didn't move.

It was light, almost innocent, quick by all measures except the pace of Kitty's speeding heartbeat. By that, it was an eternity before Jean abandoned her, leaving her with only the cold, insubstantial brush of her lips over Kitty's forehead, her nose, her cheeks, the answer to everything but the question on Kitty's soft, parted lips. But finally, she was lured back by Kitty's sheer desperation.

Jean kissed her more forcefully, more sexually. Kitty's mouth opened; her tongue responded. The kiss deepened and neither could tell whose fault it was, but Jean was unable to resist letting her tongue explore Kitty's glowing lips and deeper, further. It was only then that Kitty really realized her ordeal was done. Her bottom no longer ached with red marks.

Her emotions welled into tears. She bowed her head to Jean's shoulder, finding it soft and sweetly perfumed, and she let go of her childish tears. Jean stroked her hair, more because she liked the feel of it than anything else, but she whispered soothing little sounds in Kitty's ear for her benefit. Made the tears taper off into a heavy lump in her throat that became lighter and lighter.

Her breath ran down Kitty's back, a warm thing that left a shivery sensation behind it. Kitty enjoyed this. She enjoyed Jean. And Jean pulled Kitty closer, shifting them onto their sides, and tugging Kitty's head down so her cheek was nestled against her cleavage, which was almost entirely revealed by her low-cut corset. The slope of her breasts was now a pillow for Kitty's flushed face; she felt her tears dry and disappear.

"Better, little sister?" Jean asked, her hand flowing down Kitty's hair and continuing off it, over her arm and her hip and her leg. "You're amazing, Kitty. Such a sweet little thing. You bring out a motherly instinct in me."

Kitty's chest heaved with dry sobs, even as she delighted in Jean's touch.

"Let me take care of you now, Kitty. Just relax. Don't worry. Don't give it another thought. Let me keep petting you… and touching you… and making you feel good. You'll like it. You like it already. I can tell. I'm going to fuck you now, Kitty. I'm really going to make you come."

Kitty was aware, suddenly but belatedly, as if she just couldn't recall the build-up. She was aware that she was naked, her skin both vulnerable and pleasurable. And she was aware that Jean was not wearing a thong, but a strap-on.

"I'm a virgin," she said defensively.

Jean just smirked. "Not for long." Her finger sinuously traced through Kitty's hair. "I'll be gentle. It'll only hurt at first, only a little. And then it will feel better… and better… and you'll find yourself _screaming _for me not to stop."

"I'm afraid," Kitty said, but distantly. She didn't know quite _what _she was feeling, but it seemed closest to fear. The fear you felt on a roller-coaster slowly clicking its way uphill.

"I'll stop if I feel it's too much for you; if you tell me to. But you won't." Jean's green eyes looked deep into Kitty—cutting into her like scalpels. "I know you, Kitty." She pressed the dildo's huge head to Kitty's entrance. "Open yourself to me."

Kitty was rigid with fear, unable to move a muscle in her own defense. But she did move to obey Jean. She splayed the lips of her sex, replacing the brown of her pubic hair with the shocking pink of her cunt in Jean's eyes. And Jean _pushed._ Kitty saw and felt the dildo disappear into her, but the searing pain she'd been bracing herself for never came. There was just a discomfort, an odd pressure, but she was so wet—it was slipping right in.

Jean held the dildo just inside Kitty as she kissed her, lips now completing the circle of Kitty's mouth, tongues meeting like an extension of each other, her slender hands slipping over Kitty's naked form. She cupped Kitty's small breasts, squeezed her quivering back, and finally found Kitty's asshole with her probing fingers. She rubbed the pads of them back and forth over it, rimming it with her wet fingertips, before she pushed her index finger deep inside.

"Oh goodness!" Kitty cried, but she barely had time to enjoy the new sensation before Jean was pressing forward, her silicone cockhead prying Kitty's labia into a tight, hot vise for her strap-on. More than that, Kitty could feel Jean in her mind—feel the lust, the arousal so intense that it radiated from Jean's soul like heat off a furnace.

She knew that Jean could feel her virginity—it was as if the dildo were a living part of her. There was a kind of madness in Jean that she _chose _to share with Kitty: she wanted to fill Kitty, she wanted to be her first, to give her such pleasure that she'd be a slave to it, forever unsatisfied with anyone less able than the Phoenix. And she wanted Kitty to know that. To know that she _enjoyed _the mix of pain and joy twisting Kitty's face as their bodies melted together.

"I can't!" Kitty cried fearfully, anxious now of how good it felt; how the pain didn't _hurt _her somehow, but flowed somewhere special. "It's too big! You're tearing me open!"

"Yes," Jean said softly, absorbing Kitty's wails as inch after inch of hardened silicone wrenched her pussy. "That's it, girl. You just take it, because I've got plenty of cock that needs your sweet little pussy around it." She stopped suddenly, pulling out a little, and Kitty choked with relief. "You might consider this training. An X-Man has to push through the pain, after all. So let's _push."_

And she thrust deeper, faster into Kitty, pressing her palm over Kitty's mouth to muffle her raw-throated scream. Kitty twisted, trying to escape from the pain that suddenly gripped her. Her asshole and cunt both blazed. Jean was driving in and out of her, going deeper and deeper into her yielding depths. Six inches, then seven… now eight. Jean felt the slap of her crotch against Kitty's mound, and a supernova of ecstatic triumph burned in her mind. Kitty could feel the realization nudging into her pained thoughts. Eight inches. Eight long, solid inches were inside her, cramming her to her limit and beyond.

Kitty's voice was hoarse from the one unending scream she'd let into Jean's hand, while her belly ached like she'd been sucker-punched. Then she felt a second finger slip inside her asshole. Fresh tears flowed like a dam breaking.

"You're a big girl now, Kitty." Jean lovingly worked her dildo in and out of Kitty, relishing the slow drag and the pull of Kitty's virgin body on her endowment. "I don't want you crying like a little baby. I know it hurt, but now it's starting to feel good. Isn't it, darling? _Isn't it?_"

Kitty shook her head. Her hazel eyes were glazed with a kind of transcendent pain; it hurt and it didn't hurt. She'd read romance novels, a little porn, and she didn't think sex was supposed to be like this. With Piotr, she'd imagined it being nice and sweet and warm and _tingling. _This wasn't tingling. She was _quaking _like she was on the verge of having a seizure.

But all the bits about how wonderful it felt, how overwhelming it was—that was true. The ache that now rippled through her body was different; good, actually. Warm…

"Now what should I do with this new cunt of mine?" Jean said wonderingly. Her voice frightened and aroused Kitty in equal measure.

She pulled a few inches of her strap-on from Kitty's sex, then plunged back into her. When Kitty recoiled, it only seemed to work the dildo in further. Without respite, Jean threw her cock into Kitty, every thrust jamming Kitty back into the long fingers that impaled her ass. Between the two penetrations, the pain began to seep away. Her pussy felt good as her ass hurt, then her ass felt good as her pussy hurt, and the good feeling grew as the hurt receded.

And it struck her. This was really happening. She was being fucked. She had lost her virginity, she was a woman now, she was _sexually active. _Jean growled and gasped with harsh lunges that made Kitty's whole body jerk, and before she knew it, Kitty was flinging herself up to meet her.

When Jean took her hand away from Kitty's mouth, her voice was made of pure joy. "Jean! Jean! Jean! _Fuck me!_"

"Certainly, bitch," Jean said, smiling sweet as sugar. She rolled them over so Kitty was on top, but gravity held no meaning: she still thrust into Kitty as if she were above her. But Kitty could still feel Jean's thoughts; felt her reach out with her mind, open the sock drawer on her dresser, make her dildo levitate through the air. Dream logic had it already lubricated, and its dripping tip touched Kitty's small, puckered asshole just as Jean pulled her fingers away.

"What are you doing?" Kitty demanded in a gasp. "It'll hurt!"

"That's the idea."

The dildo made a hard little lunge into Kitty's ass just as Jean sunk her strap-on in to the hilt. Kitty's mouth opened in a silent scream, of pain or pleasure she didn't know, but she heaved and choked as the muscles of her asshole gripped the dildo. It seemed to be pulled inside more than it was pushed in. Suddenly, she was filled completely, back and front. And she was out of her mind with pleasure.

"Fuck me!" Kitty laughed and cried, screamed and sobbed. "Give it to me, Jean! Don't stop now! Don't ever stop! Rip me in half with that thing! Kill me with it! Fuck me to death! _God, _it's so big, it's so huge—fuck me with it! Fuck my ass and my cunt and my clit and my tits, fuck my mouth… fuck all of me! Do whatever you like so long as you _fuck me!"_

And even as she surrendered, Kitty felt Jean's divine _joy _in her yielding, the waves of orgasm growing choppy in the redhead's body, rising higher and higher, taking her to her peak.

Jean gave a shove with all her strength, one that seemed to send her cock into Kitty's very womb. Kitty felt herself _clench_, holding the strap-on inside her like a hot little mouth that started to swallow, contracting again and again. Kitty wrapped herself around Jean as if the woman was her orgasm made flesh, holding fast to her for pleasure that went on and on until Kitty could stand no more. And they kept going, both the strap-on in her cunt and the dildo in her ass, fucking Kitty like there were two Jeans and they both wanted her to come.

Jean decided when it was time. Her strap-on grew harder and longer in Kitty's open cunt and she came, she actually came, filling Kitty's cunt with warm cum to soothe her enflamed nerves. And she let Kitty slip off her in happy exhaustion.

Kitty felt like she was falling asleep, having a dream within a dream. The aching pleasure felt realer and realer, and everything else felt further and further away. Soon, the echoes of Jean's mind were louder than her own thoughts. She knew Jean was thinking of her almost-daughter, maybe sleeping in the other room, maybe listening, just beyond that thin wall that separated their neighboring rooms. Thinking of Rachel hearing Kitty's moans and wondering what Kitty was dreaming of. Thinking _see how Kitty likes it, even when she's asleep? Doesn't she sound like fun? Don't you want to have fun with her? Aren't you _curious?

When Kitty woke up, it was in the dull, agreeable comfort of her own bed. One of those satisfying awakenings where there was no desire to urinate, no wakefulness, just the awareness that you had plenty of time to curl up and enjoy your warm bed and let sleep take you again. She thought of Rachel as she went to sleep. Wondered what she got from her mother's side of the family.

In days to come, Kitty would date Rachel. It would ebb and flow, like all relationships, and she would find other loves with Pete Wisdom, with Piotr again, even with Illyana Rasputin. She'd lose Jean and Jean would return, bright as a rekindled flame. But wherever her heart went, whatever lovers came and went, she would always remember her first time. Not the physical act with Wisdom, but the mental surrender to Jean. The first time she'd realized the pleasure she could feel. The first time she admitted what she wanted from a partner. And the words she would always cherish, _relish, _as both a warning and a promise.

"If I ever have to repeat last night's lesson, little girl," Jean had said at breakfast the next day. "I will use a paddle, do you understand?"


	2. All-New X-Men

A/N: This story takes place early on in Bendis's All-New X-Men. After Scott Summers's possession by the Phoenix Force, he has started a mutant revolution with a splinter faction of X-Men. In a stated attempt to dissuade him from this, Beast has gone back in time and brought back the original X-Men—himself, Marvel Girl, Cyclops, Angel, and Iceman—from their days as teenage students of Professor X. The 'O5' are now living in the Jean Grey School for Higher Learning under the care of Headmistress Kitty Pryde.

* * *

Jean crept through the halls of the school, wishing she could fly so the floorboards didn't creak under her. It was the dead of night and at least some things hadn't changed—curfew was strict. No roaming the halls. Not unless you were a time-traveling teenage member of the original X-men. _God, _she was in the Jean Grey School. A _school _named after her. Because everyone loved her. Because everyone missed her. Because she was dead.

Jean found the door she wanted. She cast her mind inside, trying to find if the occupant was sleeping, but she hadn't counted on years of psi-training. The consciousness she felt detected her and slammed into wakefulness. Jean backed away, hearing her name dimly voiced inside the room. She turned to run for it, certain she could get away before the door opened, but of course, Kitty Pryde just phased right through it.

"Jean Grey?" Kitty asked. "Now what the heck are you doing out of bed?"

Jean turned to her, blurting out "How old are you when I'm me?"

"Huh?"

"I mean—in my timeline—my time period—how old are you?"

Kitty shrugged it off. "God—I'm too much of a girly girl to wanna think about that stuff. When you were—_are_—are a teenager, I must still be in grade school. _Years away _from developing my mutant power. But c'mon. You didn't come all the way down here in your PJs to talk temporal physics."

Jean felt a sudden, intense urge to cover herself with her hands. Her pajamas were actually a little more modest than her uniform—a simple billowy set of top and bottoms that covered all but her hands and feet, made her feel a little like Peter Pan would be stopping by. And wasn't that what had happened? She'd been taken to Never-Never Land, where she never had to grow up? Never _would _grow up?

"I, uh… I had a nightmare."

Jean tried very, very hard to keep her power in check now. She knew what Kitty was thinking, she just didn't want to _know _it. She didn't want to hear Shadowcat's beautiful mind filled with thoughts of what a baby she was, a scaredy-cat, a disappointment after all the legends built up around her…

Whatever Kitty thought, she kept a tight lid on it. Her face was a look of simple concern as she got the door for Jean. "Come on in. I'll fix you something."

Kitty's room was _adult _in a way Jean had a hard time contextualizing. It didn't have the hard austereness of the Professor, but it was no dorm room either. It was clean and well-designed, but with a few nerdy posters, pin-ups for rock bands, even a little dirty clothes—including one singed spare uniform. Kitty tidied up quickly before going to her mini-fridge for a jug of milk and some Hershey's syrup. "How's hot chocolate sound to you?"

"Sounds… sounds fine." Jean looked away. She couldn't have hoped for a better reaction from Kitty, more understanding or more accepting, but that just made it worse. Here she was, supposed to be some great hero, and she needed Kitty Pryde, a prepubescent girl in her own time, to hold her hand and—_God! So stupid!_

"Hey." Kitty sensed Jean's recrimination as surely as if she were a psychic herself, setting down the ingredients in the room's little kitchenette to go to her. "Hey, hey, hey. This isn't the Avengers or the Fantastic Four. We're not commandoes. This is a school and a refuge. People come here to learn and to be safe. So you never ever have to feel bad about being scared. Okay?"

"I'm not—I'm not scared," Jean insisted. To prove it, she called up her power, telekinetically pulling a pot to the stovetop on the counter, filling it with milk as she tripped the flame, stirring the chocolate sauce in with no spoon…

"Wow, you're getting good." Kitty put her hand on Jean's arm, rubbing it through her pajamas. She herself wore a silky little kimono that looked so good on her that Jean wanted to cry. It was perfectly modest, but at the same time, so becoming… "But this isn't TP 101. So I'll stir the pot, you tell me what's wrong."

Jean waited as Kitty went to get a spoon, passing through her rather than asking her to move. She didn't start until Kitty was at the pot, actually stirring the dark milk, waiting for it to come to a boil. "It's Scott."

Kitty darkened. Jean had been afraid of that. "Has he done something?"

"No, no, not—well, he has, but not to me. Don't get mad at him, please."

"I'm not mad, Jean. I'm… concerned." Kitty had stopped stirring. She started again. "Go on. Please. I'm not mad."

"Okay, it's… I've read Hank. I know what's happened. He got the Phoenix Force and he hurt a lot of people and the Professor…" Jean suddenly felt very cold. She stood closer to the stove's blue flame, and to Kitty. It helped a little. So did holding herself. "Everyone's so mad at him. I can hear them. Some of them—they would kill him. They're thinking of reasons _not _to kill him."

Kitty looked at the milk, swirling even now that her spoon had stopped. "I'm sorry. I know how much he means to you—but I can't control how people think."

"He wasn't in control of his actions. The Phoenix was. It made him do those things, so why is it everyone's so…" Jean felt tears start in her eyes. It made her so frustrated. It wasn't just her anger—it was how it fed into her, into itself. She was frustrated with how frustrated she was, angry with how angry it made her. Why did she have to be so damn _young_? Why did she have to feel _useless _when she was supposed to be some great hero, someone who everyone loved enough to get along for?

Hank had said he wanted Scott to see his future, his past, but Hank also wanted him to see her. He wanted them all to see her. She'd seen it, just not in his conscious mind. Deep down. Underneath. He wanted her to make things _right._

"Even I… I've yelled at him and he hasn't even _done _anything yet!"

Kitty gave her a moment to gather herself, turning her back to pour the chocolate milk into two ceramic mugs. She added little marshmallows too. Jean smiled despite herself at how thoughtful Kitty was.

"I know it's hard to understand. In a lot of ways, it'd be easier if it were Mr. Sinister or Apocalypse—"

"Who?"

Kitty waved her hand. "Bad guys. We feel okay hating them, but there's a limit to the hate because—it's who they are. It's what they do. Bad guys." She pressed one of the mugs into Jean's hands and just holding it was so good. Jean was able to _breathe _again. "And someone like Scott—someone we love and trust—when he hurts us, it's hard to understand. Hard to accept without blaming ourselves or thinking maybe it's our fault… we've all looked up to Scott, followed him, but he's just a guy. I'm not saying that's a bad thing. We're all just… guys."

Kitty took a sip from her own mug, somewhat regretting that turn of phrase. Little Jeannie was most definitely not a guy.

"But because he's the leader, we hold him to this standard. And a lot of the time, he's actually so good at what he does that we… believe it's not a standard. It's just who he is. Then we turn around and he's just as flawed and fallible as the rest of us. And it hurts more because we believed in him. So we take out that anger on him. But people will get over it. We've forgiven Emma Frost, Magneto, Mystique, _Sabretooth… _we won't stay mad forever."

"So you don't think they're right to be mad."

Kitty grinded her teeth. "Errr… you mind drinking that cocoa there, kid?"

Jean didn't know what difference it made, but she obediently drank.

Sighing, Kitty turned to walk out the kitchenette—through a counter. "You're kinda bumping up against the limits of my wise old headmistress act, here. I'd never tell someone not to be angry after they've been hurt, or suffered a loss. But, uh, there's a right way to express that and a wrong way—"

Jean followed her out into her apartment's living room. "Wolverine said he wanted to kill Scott. _My _Scott. Stop the whole thing right there."

"Oy vey… Jean, I love that man, but he is not a role model. He doesn't even drink very good beer… come here."

Kitty sat down on the bed and Jean joined her, sipping her chocolate milk. She still could feel the warmth of Kitty's slumber underneath her. She bounced a little.

"Big bed."

"I had a big boyfriend… listen, I have two things to tell you, and I honestly don't know if they'll make you feel better. But they're the truth, as far as I can tell, and I owe you that much. So, you ready?"

Jean tried for a brave smile. "Nice Jewish girl like you… what's the worst you could say to me?"

"First off: the things Scott's done? All the hurt? Everyone's capable of that. Warren was one of the Four Horsemen. So was Wolverine. Beast was—we actually _called him _Dark Beast. Iceman… okay, Bobby's pretty alright. But I wouldn't be surprised to find he's the bride of Ultron in some crappy alternate future twenty years down the line. Life pokes and prods us and because people are scared, because they're hurt, because they're angry, they jump to places that—that we have to pull them back from. Scott isn't a bad person. Not all the time. It's just that there was so much pressure on him that, that we put there and none of us like to admit that. But honestly? If I were in his shoes? If, from the day I got my powers, _I was in the hot seat? _I can't promise that I'd be half as good a leader, as good a person as Scott. It's not my place to judge. _Ryktʻr nyt kdy yy wwʻrn gʻmşpt._"

"What's the second thing?" Jean asked, feeling a constriction in her heart. It wasn't breaking—it'd broken a while ago. She still felt the jagged bits embedded in her. No, it felt like a little of those edges were being pulled out.

"Just that, Scott's done a lot of good. And everyone—_everyone—_is capable of that, too. I know a girl; she's had a life that would make you weep. Literal tears. Her very conception, it was without love. An act of violation. She was born as a science experiment. Abused. Experimented on. Forced to kill and see anyone who showed her kindness die—some at her own hand. Until she ended up here. And now she listens to music and helps people with their homework. All that evil done to her, and she rinsed it off. You've met her: Laura Kinney. She doesn't have to be what was done to her."

"Yeah, but… she gets a choice."

"Who doesn't have a choice?"

"People—some people." Jean turned to Kitty suddenly, pinching her hands so tight around the mug Kitty was worried it would shatter. "Can I stay here tonight?"

"Yeahbuhwhat?"

"It's just—when I had nightmares at the school, the old school, I went to Scott." _Not like that, _she added psychically. "I went to his room and we'd talk, play board games. Even hold each other. The Professor knew, but he was okay with it. We all knew Scott would never… not for a long time. I guess. Not yet, anyway. Only now…" Jean looked down. Kitty's nice, clean carpet. No stains. _I'm such a bad person._

"No you're not, Jean, c'mon…"

Jean couldn't even say the words aloud. _I don't trust him! It's not even… the Phoenix. It's a million different things. Emma Frost, Madeline Pryor, kids—we have kids in the future! Or we don't or… Everyone makes mistakes, but it's like I'm getting uploaded all his mistakes at once and, and…_

"And I wouldn't feel safe around him." When Jean heard those words in her own voice, she hated herself. "I'm such a fucking bitch."

"Jean, no—"

"I am! Hard as this is on him, and I'm making it about me. Who cares about me? I get to come back to life. I get to be some sort of Virgin Mary! But the man I love… and I don't even care about him."

"Jean, it is okay to think about yourself first."

"That's what I've been doing!"

Jean threw herself down on the bed. It wasn't hers. Neither was the one in her room. She wanted her old one, her real one—not even the one back at Xavier's, but her own bed in her own room in her own house. The pillows with the floral pattern, the blue comforter with the red patch where her nana had sewn it up, Mr. Biggles the Bear who she was just barely too old for…

She was curled up in a fetal position now, but Kitty was there, petting her back, combing her hair with her fingers, working some magic that made the fierce weight on her feel a little lighter.

"The nightmare wasn't about him. It was about me. About how I'll get the Phoenix…" Jean began to sniffle. "And I'll hurt all those people… _and what if everyone hates me like they do Scott?"_

"Ssh… ssh…" Kitty's comforting had gone beyond words now—it was just the warm pressure of her hands on Jean's skin, her closeness, the cooing sound she put in Jean's ear. "Shhhh…"

"They're all my friends—my family—what if they went away? What if they wanted to _kill me_?"

Kitty was even closer now—holding Jean, pulling Jean just a little ways out of the trap she'd made of her own body and into the older woman's embrace. Jean felt herself restrained by Kitty's tight grip, but in a good way. Like without it, she would fly off, explode.

"No one's going to kill you. No one's going to hurt you. As long as you're here, you're under my protection. Me and all the X-Men. And you are always going to be my friend." Kitty kissed Jean at the top of her head. "Trust me, I was there when you died. We were still friends."

Jean found herself laughing and sobbing at the same time. She loved how Kitty understood her—not with the overwhelming, needful affection of Scott, or the cold, clinical diagnosis of the Professor… but with a kind of nostalgia, memory. Like Kitty had been through everything she had, and now had only fondness for all of Jean's horrors.

Kitty reached over to the nightstand, pulled a Kleenex from its box, and brought it to Jean's nose. "Blow," she said. Jean should've felt mortified, being told to blow her nose like a small child, but instead she felt touched at Kitty's unjudging thoughtfulness. She blew. Kitty wiped her nose and tossed the Kleenex away. Now Jean had stopped crying—just a sniffle or two as she rattled out what was left of her fears and sorrow.

And suddenly, Kitty phased them under the covers. The bed was a little womb of cool sheets and a warm comforter against the night chill. And Kitty. Kitty still holding her, keeping her warm, her stroking touch a constant reminder that she was loved and protected.

"You can stay with me tonight," Kitty told her. "And in the morning, we can talk more about it. Or we can not. But I want you to get a good night's rest. And I want you to not be afraid, because I'll be here all night."

"Okay," Jean said, finding it easy, soothing, to give into Kitty. To trust her guidance. "I… I promise I'll really try not to have an accident." With a mortified flush, she remembered her first night in this time, when Kitty had let her sleep in her room. A nightmare had played upon her telekinesis, putting Kitty's room in ruins.

"Don't worry about that. It's only stuff. You could break everything in here—who cares? A Sentinel's probably going to step on it next week anyway. That's why I keep all my movies on the cloud."

"What cloud?"

"Forget it." Kitty patted her, and Jean nearly purred at the contact. It felt so good, having Kitty all around her. Saving her. "Just focus on getting your rest. We'll talk more in the morning, okay?"

"Yes Ms. Pryde."

"Please…" Kitty gave her one last caress before pulling Jean to her chest, to settle in for a good night's sleep. "Call me Kitty."


	3. All-New X-Men 2

"We're going to get married."

Kitty opened one eye. It was too early in the morning for this. She didn't even know what time it was, and it was too early for this.

"Scott and I." Jean was still in her bed, but on the opposite side of the king-sized mattress. Curled up on herself, a little looser than she'd been when she'd collapsed inward last night, but still balled up. Like a fist. "He showed me the wedding invitation. And yes, there is coffee."

_Freaking psychics. _Kitty raised her head to see, in the kitchen, the coffeemaker was bubbling with milk, cream, and sugar hovering nearby. _Wonderful freaking psychics._

"I realize now isn't the best time for this," Kitty said, "but trust me, that is—it's going to be a very good day. Even with what comes after. And before. You have to take the good days."

"How many bad days is a good day worth? When I know all the mistakes that go with it—how can I be sure me and Scott are even good for each other? We just seem to find people we're happier with and—steal each other from those people. Is that what we are? Some toxic, addictive thing?"

"Okay, Jean, first off, bring me coffee." Kitty raised herself up to sit against the headboard. "This is a coffee conversation."

"It's on its way."

"Second—last night you're having nightmares about the Phoenix, now you're having relationship issues? I know this place is a high school with so much drama you'd think we had a distribution deal with Bravo—"

"The Inside The Actors' Studio people?"

"—isn't there usually a little more breathing room between angst? C'mon. We snuggled."

Jean floated a steaming cup of coffee over to Kitty. "It's just… he's obsessed with me, I'm obsessed with him… how much of that makes us better people? Maybe if we just called the stupid thing off—he got together with whatever a Psylocke is and I started dating Warren—maybe we'd be happier? But then, what if he's my destiny?"

Kitty drank. Kid could make a mean cup of joe. She wondered if Jean had gotten coffee for all the boys back at the old school. They were pretty sexist in those days. Made Jean wear a minidress. "Jean, trust me, if people were destined to be together, there'd be a big Russian dude where you're sitting right now." _Or, ya know, your daughter. Awkward. _"If you don't want to be with Scott, then you don't have to be. You don't owe him anything. And you can absolutely find someone else."

"Like you? All anyone can talk about is this—epic love story with me and Scott. If I'm not with him… who am I, even?"

"Oh, honey—you are still such a _teenager, _aren't you? Obsessed with your love story. I'm not judging, really, at least he's… American. C'mere." Kitty patted her lap, not knowing exactly what the gesture meant, but Jean seemed to. She came over and laid down with her head on Kitty's leg. The proximity was nerve-wracking. They could either freak out or… not freak out. Not freaking out was also pretty freaky, though.

They didn't freak out. Jean smiled up at Kitty. 'See how comfortable I am?'

Kitty patted her shoulder. "Listen. On your Wikipedia page—err, your Encyclopedia Britannica entry… under the header on sexual partners, it does not read 'see Summers, Scott.'"

"I… I sleep with other people?"

"Yeah, you and Scott, you have an on-again, off-again, thing. Don't hold it against him, you're dead for a lot of that."

"Not all?" Jean wound an arm under Kitty's knee. "No, don't tell me that, I don't want to know any more than I… know. Just—think you can tell me who I bang without breaking the space-time continuum?"

"You're kidding me? You really wanna know—"

"Well, it does make me feel better about all the pining after Scott to know I will get to tap that, eventually. And this is probably all gonna get wiped out of mind anyway so; what harm can it do?"

That struck Kitty as something she herself had tended to say right before a lot of harm occurred. But how could she say no to green eyes and red hair all over her lap? "Well, uh, you know about Logan. I'm pretty sure you've given him at least a handjob."

"He better have showered for it."

"And, uh, Warren—I'm gonna say there was some necking there. You two have—had—have that vibe."

"Something to look forward to. Oh, hey—am I bisexual?"

If only Kitty had been drinking her coffee. She would've done a classic spit-take. Like, right out of Animaniacs. "What the helllll—" she droned.

"It's just, I've always had this—" Jean made the air-quotes she'd adopted for using future speak, "'girl crush' on Sue Storm, and then when I came here, I met Ororo, and she—"

"Yeah, she has that effect on people. Are you sure you're talking to the right person? I have terrible gaydar. Once I ran into my boyfriend in an alternate universe and he had to like, mount a dude before I realized that my alternate bf had an alternate lifestyle."

Jean snuggled herself against Kitty's thigh, using it as a full-on teddy bear. "If you can't gossip about yourself, who can you gossip about?"

"Okay, you know Wanda Maximoff?"

"Scarlet Witch? Yes. For a terrorist, she seems nice."

"Yeah, she is. You're going to be friends. Friends with tongue."

"My word," Jean enunciated, eyes wide. "I mean, I've always loved her costume, but who knew—"

"And there's this black chick, Misty Knight? You're gonna be roommates with her. I'm not saying anything happened, but she's been hanging out with this chick Colleen Wing for the last ten years, and I'm like, yeah, you two are such good 'partners'."

"You think she and I-?" Jean put her forefinger through a circle of her thumb and other forefinger, before realizing the unsuitability of the gesture.

"Well, heck, maybe all three of you—"

Jean's eyes seemed to grow out of her skull. "I… I'm open-minded, but…"

"Hey, they're both ninjas, no judging. Do you want me to keep going?"

"Yeah, this is a little addictive. These are all attractive women, after all—nice to know if I do go gay, I'll be a stud."

"Oh." Kitty was suddenly dismal. "There's this blonde chick, super-hot, pure evil. I'm pretty sure you two hook up, but I have to admit, the sex is probably amazing. I still hate her, though, I think you do too."

"Then why do we—"

"I don't wanna think about it."

"Two villainesses and a ninja. I guess I have a thing for bad girls."

"I guess."

"Don't I ever date someone—a girl—who's just… sweet?"

"Well… not date."

"Something?"

"Not date," Kitty repeated.

"Who?"

"This… girl."

"Uh-huh." Jean propped her chin on Kitty's leg, listening intently as she stared up at her.

"Younger than you. Legal. But, like, naughty legal. Very… inexperienced."

"Oh… I'm her first."

"In a lot of ways."

"And does she like it? Her first?"

"She loves it."

"This younger woman… I think she's pretty."

"Well…"

"Very, very pretty. Very compassionate. Very funny, and sweet."

Kitty was blushing. "Jean, technically you're my student, and I think that—"

"If I were with a younger woman, I would want to be good to her. Show her how good it can be."

"This is… bordering on the inappropriate."

"No one's ever shown me how good it can be. Kitty." And Jean kissed her leg.

It struck Kitty suddenly how _wrong _this was… lying her, in bed with this girl, this student, having slept with her, cuddled with her—and now, touching her, letting her kiss her body. She should stop this. She should absolutely stop this, be the adult, put an end to it. Only… Jean was drawing the hem of her kimono up Kitty's legs. Her eyes were burning into Kitty's skin. Kitty felt her legs part, and when Jean looked, she could've sworn she felt that hungry gaze sizzling on her cunt.

Jean crawled forward, stopping only to kiss at Kitty's legs as she climbed them—sometimes the bare skin, sometimes through the gauzy material. Until she was between Kitty's legs, her head at Kitty's crotch—and she blew on Kitty. Her breath may have been warm, but Kitty was so hot that it felt cool.

"Is this how we'll do it last time?" Jean asked, and Kitty closed her eyes. No more thinking. Fuck now, guilt later.

With a little crackle of power, Kitty felt her body lifted. Jean slid the kimono out from under her, up around her waist. Now Kitty's lower body was exposed to her panties, a pale feast for Jean. The redhead dipped her tongue into Kitty's belly button before lapping and licking all around it. Kitty found herself petting Jean's hair as the girl kissed her belly, the soft little layer of fat that hid her muscles proving perfectly tender for her loving.

"That's it—" Kitty said, almost whimpering. "You have to tease a little before you get started—let them know how much you care about them."

"I wanna eat your cunt," Jean said, her little voice saying such a filthy word almost _ruining _Kitty. "When can I?" God, so polite—why was that turning her on so much?

"Now," Kitty groaned, pushing down on her head, gently but firmly, down to her wide-spread thighs—and between. Jean kissed her—so lovingly—right through her white panties. Right on her sex.

Kitty felt herself come a little. It just whet her appetite.

Jean looked up at her again, those big green eyes full of apprehension, lust, sin. "Can I take your panties off, miss?"

"No," Kitty said firmly. "I'll do it."

She phased to wiggle out of them, so she didn't kick Jean in the face as she did so. Then she was back, Jean facing her bare cunt. Even as turned on as the girl was, her eyes were widened at the sight. Kitty guessed they didn't have Brazilians back then. Lucky devils. The things they didn't have to do to get with Bobby Drake.

"Blow on it," Kitty ordered Jean—requested of her—Christ, she didn't know what this was. "Just a little."

Jean pursed her lips, looking up at Kitty for confirmation that it looked as sexy as it felt. It looked plenty sexy. And she blew on Kitty's slit, making it run over with even more of its juices. Jean saw it, so wet, so open, and she had to have it. She moved in, wanting to clamp her mouth to that delicious pussy and suck for days—but she found herself phasing right through Kitty's groin.

When she raised her head, Kitty was smiling sardonically at her. Keeping herself intangible, she drew open the belt on her kimono. Opened it until it barely stayed on her shoulders, and Jean saw she wasn't wearing a bra. Wasn't wearing anything. Not that her breasts needed it. Small as they were, they thrust out perkily like they were held up by the sheer stiffness of her nipples.

Becoming corporeal once more, Kitty crooked her finger. Jean went to her breasts as she had her belly, peppering them with kisses, sucking desperately on each nipple when she found it between her lips, but unable to stop herself from then letting go and continuing her campaign of tasting every inch of Kitty's cleavage.

"Good girl," Kitty found herself saying of Jean's enthusiastic but unskilled efforts. She was heated enough for it to be effective. Still, this was the X-Men. Good enough was never Good Enough.

Kitty pushed Jean back, both of them now upright on the bed. She ran her hands down Jean's torso, flattening her silk blouse to her breasts before she began to unbutton it. Jean fidgeted nervously, for all her earlier aggression, rolling her lips inside her mouth, staring at Kitty as if looking for any sign the woman would stop.

"Have you done this before—a lot—before?" she asked hesitantly.

"A few times," Kitty answered—more than she cared to remember. She wasn't a slut or anything—no Emma Frost—but everyone knew girls didn't count the same as boys, right? You could eat a girl out and it was just messing around; not like giving a blowjob.

Kitty groaned inwardly. Why did she have to have such lousy self-justifications in front of a psychic? And she'd messed up on one of Jean's buttons, had to go back to it. As she now recalled, after her _thing _with the other Jean (the real Jean?), she'd followed her advice and found herself dating Rachel for a prolonged, if ill-fated, relationship. Who the hell slept with two members of the same family, much less two generations?

_That's _how wrong this was—the girl she was currently seducing (slash being seduced by) was going to grow up to give birth to a time traveler who Kitty was going to _do things _with. Lots of things. Yikes—she'd never even had a _finger_ up her ass before dating Rachel.

Maybe she was a bit of a slut, but hey, what was wrong with being a slut? The sex was good. Girls were cute. And the knowledge that she was going to fuck this woman's daughter when she was the same age as Jean was now—actually turned her on. She ripped Jean's blouse open. Jean gasped like she'd never known such lust; in herself or Kitty. She continued gasping—small, keening sounds of need—as Kitty cupped her breasts. Young as Jean was, they were still bigger than hers. Big as Rachel's. _Fuck, _she was some kind of pervert. She needed to be on a government watchlist.

But then, she was a mutant and an X-Men. She probably already was on all the watchlists.

"Like this," Kitty said, lowering her head to Jean's exquisite breasts. "Remember: slow and steady wins the race." With practically a purr, Kitty took one stiff nipple in her lip and sucked it with all the relish in the world.

Jean sighed explosively, her nipple seeming to turn to stone between Kitty's lips. Kitty drew on it with almost painful force; she wanted it down her throat. She nursed, gnawed, whipped it with her tongue. She never let Jean get used to the stimulation. Always something new. Always something that felt good. And just when it felt so good that the sensation could only go downhill, Kitty went to the other and _bit down_. Jean whined like an animal in pain.

Kitty lowered her to the mattress, continuing to suckle at her big, bountiful breasts. The thought entered her that Rachel had done much the same—for both of them. It sent a lightning bolt of delight through her cunt, into her clit. She needed to fuck this woman. And just like that, her hand was in Jean's pajama bottoms and she had Marvel Girl's cunt in the palm of her hand.

"Oh yes! Oh Kitty!" Jean's eyes were screwed shut, her voice thin and reedy. "Oh please, oh please, oh please!"

Kitty was going out of her mind with need. It didn't matter how much experience she had—she felt like a schoolgirl again, full of new lust. Had to experiment, had to explore. She levered herself off Jean and slammed her hands to Jean's _tits_—they filled her hands, so full and warm and soft and perfect, Jean was _perfect, _and Kitty was going to be her first.

Jean seemed to feel the wellspring of desire in Kitty—how could she not?—and it triggered something in her. She rose up, crashing into Kitty's body, and kissed her full on the lips.

Kitty was surprised for a moment—she'd taken to thinking of this as something almost sordid, too perverse for such a tender, affectionate feeling to pass between them. But her surprise faded quickly. This was just as arousing for Jean, obviously, but it was romantic as well. As she'd learned with Rachel—there it was again—perversion and intimacy were not mutually exclusive.

Obligingly, Kitty tilted her head back so that Jean's face hovered over hers. Their lips brushed together again, lightly, wet with each other. Then, both sets parted. Kitty's tongue met Jean's, moving around in firm exploration. They continued to kiss as Kitty rolled them down to the mattress, Jean below her. When they broke, Kitty ran her hand over Jean's face. It was so hot, so flushed, that Kitty didn't know how much more the girl could take.

One thing more. At least. She moved down Jean's body, ignoring her open shirt and heaving breasts, to find her sex damp inside her disheveled pants. Kitty was quick to pull those down. She had cupped and rubbed Jean's sex, but not yet penetrated it. Or tasted it.

"Are you gonna eat me out now?" Jean asked, almost fearfully.

"Yes, princess, I am."

"And it's going to feel good, right?"

"Yes, Jean. Oh yes." _Taste good too._

She kissed Jean's soft little belly first, just over her pussy, where she could feel the velveteen brush of her pubic hair on her lips. It was an assurance, and a promise, of what was to come. Jean laid there, waiting, perfectly willing.

"Say it," Kitty ordered in a low whisper.

Jean gasped as if Kitty had just touched her. "Eat me out—eat my pussy—make me come—"

Kitty kissed the smooth inner thigh just under Jean's groin, licking at it, her tongue a mere inch from the heat of Jean's sex. "Am I the… _second _person to do that?"

"No!" Jean was nearly hyperventilating. "You're the first, my first. Be my first, Kitty. Take my virginity—make me a woman!"

Kitty vined her arms around Jean's thighs, sleek and firm with Danger Room training. She breathed the hot juices tantalizing her taste buds. She kissed the satin flesh to either side of her, trembling and clenching in need. She stared at Jean's clit as it bulged beautifully outward, a flower in bloom. "How?"

Jean bit her lip. "Lick my cunt!" she gasped out, her voice barely audible.

The first lash of her tongue hit the little morsel of flesh protruding from its hood. Jean cried out, her lust suddenly set on fire. At that one stroke of Kitty's tongue, Jean's clit swelled, and Kitty returned to it almost sadistically. She swabbed it with slow laps, bending it from side to side, pushing it around with the tip of her tongue. She wanted no second thoughts from Jean. No backing out. No recriminations that could stand for an instant in the shadow of her pleasure.

Then Kitty bowed her head with almost religious fervor. Left Jean's clit pouting in all its need and slithered her tongue inside Jean, first tasting the rim, the exterior, then sending her tongue deeper, and deeper, sucking Jean's labia into her mouth as she fucked with her tongue. Jean went wild for it. She thrashed around, her hips jerking so hard that Kitty almost phased through them reflexively. Although almost unwilling to take her eyes off what she was inflicting on Jean's sex, Kitty looked up. Saw Jean grabbing her own heated breasts and wrenching them around, mauling them with her own two hands.

Kitty slapped her hands to Jean's ass, groping them as she touched her tongue to that spot inside every woman. With Jean, it was right where Rachel's had been. Kitty stroked it just three times and Jean was spilling down her throat, writhing and crying her way through the first orgasm she hadn't had with her own hands, possibly her first one ever.

Kitty swelled with pride. She knew it was a bit aggressive, but she did it anyway; pressed her puckered lips to that needy little nub atop Jean's pussy, sucked it inside her mouth, and tortured it with her tongue. Jean _shrieked _like a banshee as she experienced multiple orgasms; and Kitty _knew _that was for the first time. She almost drowned Kitty in the juices pouring from her.

Then she was lying flat on her back, trembling with what was left of her sanity, her eyes glossy and wide. Kitty laid down beside her, pulling Jean to her and stroking the girl, not sexually, but just as she had the other night to comfort her. It was only fair. Jean had done the same to her when she took Kitty's virginity—held her as she dreamed, _in _her dream. Kitty hoped she'd given Jean the same satisfaction Jean had (would?) give her. As impossible as that seemed.

Jean's stunned face gave way to a happy smile, her eyes bright with fulfillment. "That was amazing, Ms. Pryde. _You _were amazing."

"I told you. Call me Kitty." She kissed Jean, only realizing afterward that she'd shared Jean's taste with the girl. Jean didn't seem to mind. "I'm glad you liked it as much as I did. I loved doing it for you. And I wouldn't mind—I'd _love_—to do that again." Kitty's inner rabbi screamed at her that once was a one-night stand, twice was an affair, but she didn't care. The pleasure she'd taken had deadened her guilt.

Jean's lips pinched, the girl visibly restraining the 'uhhh' all teenagers defaulted to, so she could say quite plainly "I'd like that."

"Good." Kitty put her hand on Jean's thigh, as familiarly as could be. "Do you want me to eat you out again, or should I use my fingers this time? Or something else?"

Jean squeezed her legs together before Kitty could get her hand in-between them. "No." Kitty felt a sudden rush of remorse. What was wrong with her? How could she do this with a woman little more than half her age, a woman—"It's your turn," Jean finished.

"Oh," Kitty said in a small voice as Jean rolled her over, ducking between her legs.

"Just tell me what to do," Jean said, looking up at her, and Kitty had no idea where to start.

* * *

Emma Frost licked her fingers clean, having gotten each of them quite wet. She'd only thought to take a quick peek in her rival's subconscious while her teenage self's defenses were still unconstructed. She'd had no idea she'd find her asleep in that little brat Kitty's bed—or what the two of them would do to each other, with a little push. They'd certainly enjoyed themselves.

But then, so had she, Emma thought as she sucked her thumb clean.

Now there was just the question of what to do with this scintillating new information. She was sure the two girls would hate for their little shenanigans to be found out. Imagine Rachel knowing. Or Scott. Emma could see them doing almost _anything _to avoid their secret getting out.

Who knew? With a little luck, she might never have to compete with that little ginger bint again.


End file.
